Common use of Certain Additional Payments by the Company Clause in Contracts

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c), all determinations required to be made under this Section 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, will be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution by the Company to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 157) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive Company will be entitled to receive make an additional payment (a “"Gross-Up Payment”") to Employee in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c7(c), all determinations required to be made under this Section 157, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will be made by the Company’s regular Ernst & Young LLP or such other certified public accounting firm as may be designated by Employee (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) 15 business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Employee shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 157, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Employee within five (5) business days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the ExecutiveEmployee. As a result of It is possible (due to the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible ) that Gross-Up Payments that will not have been made by the Company which it is ultimately determined should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If Consequently, if the Company exhausts its remedies pursuant to Section 15(c7(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and the Company will promptly pay any such Underpayment will be promptly paid by the Company to or for the benefit of the ExecutiveEmployee. (c) The Executive Employee will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) 10 business days after the Executive Employee is informed in writing of such claim claim, and such notification will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive Employee will not pay such claim before prior to the expiration of the thirty30-day period following the date on which it Employee gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive Employee in writing before prior to the expiration of such period that it desires to contest such claim, the Executive Employee will: (i) give Give the Company any information reasonably requested by the Company relating to such claim, , (ii) take Take such action in connection with contesting such claim as the Company will reasonably request requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) Cooperate with the Company in good faith in order effectively to contest such claim, and (iv) Permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and will indemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 7(c), the Company will control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Employee to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may determine; provided, however, that if the Company directs Employee to pay such claim and ▇▇▇ for a refund, the Company will advance the amount of such payment to Employee, on an interest-free basis and will indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 7(c), Employee becomes entitled to receive any refund with respect to such claim, Employee will (subject to the Company's complying with the requirements of Section 7(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 7(c), a determination is made that Employee is not entitled to any refund with respect to such claim and the Company does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance will be forgiven and Employee shall not be required to repay and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 1515 ) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c), all determinations required to be made under this Section 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, will be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if If it will shall be determined that any payment payment, distribution or distribution benefit received or to be received by Executive from the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) (a “PaymentPayments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a the “Excise Tax Gross-Up Payment”) within 30 days after such determination in an amount such that the net amount retained by Executive, after payment by the Executive calculation and deduction of all taxes (including the anticipated Excise Tax on the Payments and any interest or penalties imposed with respect to such taxes)federal, including, without limitation, any state and local income taxes (and any interest and penalties imposed with respect thereto) and excise tax on the Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment provided for in this Section 7.8, shall be equal to the Payments. In determining this amount, Executive’s tax rate shall be deemed to be the highest statutory state and federal rates (on a combined basis) (including FICA and Medicare taxes) then in effect. Finally, the Excise Tax Gross-Up Payment shall be reduced by income or excise tax withholding payments made by the Company or any affiliate of either to any federal, state or local taxing authority with respect to the Excise Tax imposed upon the PaymentsGross-Up Payment that was not deducted from compensation payable to Executive. (b) Subject to the provisions of Section 15(c), all All determinations required to be made under this Section 157.8, including whether and when a an Excise Tax Gross-Up Payment is required and the amount of such Excise Tax Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will except as specified in Section 7.8(a) above, shall be made by the Company’s regular certified public accounting firm independent auditors (the “Accounting Firm”), which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days after any determination by Executive or the Company that an Excise Tax Gross-Up Payment may be necessary. The determination of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested tax liability made by the Company. If the Accounting Firm is serving as accountant or auditor for shall be subject to review by the individualExecutive’s tax advisor and, entity or group effecting if Executive’s tax advisor does not agree with the applicable Change in Controldetermination reached by the Accounting Firm, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder)and Executive’s tax advisor shall jointly designate a nationally recognized public accounting firm, which shall make the determination. All fees and expenses of the Accounting Firm will accountants and tax advisors retained by either Executive or the Company shall be borne solely by the Company. Any Excise Tax Gross-Up Payment, as determined pursuant to this Section 157.8, will with respect to a Payment shall be paid by the Company to Executive at such time as Executive is entitled to receive the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will a jointly designated public accounting firm shall be binding upon the Company and the Executive. . (c) As a result of the uncertainty in the application of Section Subsection 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Excise Tax Gross-Up Payments that will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunderhereunder (“Underpayment”). If In the Company exhausts its remedies pursuant to Section 15(c) and the event that Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will calculated in accordance with and in the same manner as the Excise Tax Gross-Up Payment in Section 7.8(a) above shall be promptly paid by the Company to or for the benefit of Executive. In the Executive. (c) The Executive will notify event that the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Excise Tax Gross-Up Payment (or an additional Gross-Up Payment). Such notification will exceeds the amount subsequently determined to be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of due, such claim and will apprise excess shall constitute a loan from the Company of to Executive payable on the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-fifth day period following the date on which it gives such notice to after demand by the Company (or such shorter period ending on together with interest at the date that any payment rate provided in Section 1274(b)(2)(B) of taxes with respect to such claim is duethe Code). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,.

Certain Additional Payments by the Company. (a) Anything in this Agreement Subject only to the contrary notwithstanding and except as set forth belownext following paragraph, if in the event that it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) otherwise (a “Payment”) ), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision of the Code) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a an “Excise Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Excise Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Excise Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) . Subject to the provisions of this Section 15(c)10, all determinations required to be made under this Section 15hereunder, including whether and when a an Excise Gross-Up Payment is required and the amount of such Excise Gross-Up Payment and the assumptions to be used in arriving at such determinationPayment, will shall be made by the Company’s regular certified public KPMG LLP or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”)) at the sole expense of the Company, which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt date of notice from termination of the Executive that there has been a PaymentExecutive’s employment under this Agreement, if applicable, or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is serving as accountant or auditor for payable by the individualExecutive, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of shall furnish the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant Executive with an opinion that he or she has substantial authority not to this Section 15, will be paid by the Company to the Executive, net of report any of the Company’s Excise Tax on his or her federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determinationincome tax return. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision of the Code) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Excise Gross-Up Payments that which will not have been made by the Company should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) hereto and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) . Notwithstanding the immediately preceding paragraph, in the event that a reduction to the Payments in respect of the Executive of 10% or less would cause no Excise Tax to be payable, the Executive will not be entitled to a Gross-Up Payment and the Payments shall be reduced to the extent necessary so that the Payments shall not be subject to the Excise Tax. Unless the Executive shall have given prior written notice to the Company specifying a different order by which to effectuate the foregoing, the Company shall reduce or eliminate the Payments by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date of the Change in Control. Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. An illustration of the reduction permitted by this paragraph is set forth on Attachment A to this Agreement. The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Excise Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) 10 business days after the Executive is informed in writing knows of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it he or she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, ; (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, including (without limitation, ) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,; (iii) cooperate with the Company in good faith to contest effectively such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions hereof, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option and to the maximum extent permitted by applicable law, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine, provided that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance, and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which an Excise Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. If, after the receipt by the Executive of an amount advanced by the Company pursuant hereto, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant hereto, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Excise Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstanding and except as set forth belowcontrary, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 1510) (a “Payment”"PAYMENT") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”"EXCISE TAX"), then the Executive will shall be entitled to receive an additional payment (a “Gross"GROSS-Up Payment”UP PAYMENT") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Gross- Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c10(c), all determinations required to be made under this Section 1510, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular 's independent certified public accounting firm accountants (the “Accounting Firm”), "ACCOUNTING FIRM") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 1510, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“Underpayment”"UNDERPAYMENT"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c10(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred occurred, and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; PROVIDED, HOWEVER, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, an▇ ▇he Executive agrees to prosecute and contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; PROVIDED, HOWEVER, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such paym▇▇▇ to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 10(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 10(c) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 10(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15section) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a “Gross-Gross Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Gross Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Gross Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject . Executive acknowledges that the Gross Up Payment can be withheld from Executive by the Company and, instead, paid to the provisions Internal Revenue Service on behalf of Section 15(c), all Executive. All determinations required to be made under this Section 157(i) with respect to the Excise Tax imposed by Section 4999 of the Code, including whether and when a Gross-the Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public an accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested selected by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will accounting firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will accounting firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm accounting firm hereunder, it is possible that Gross-Gross Up Payments that which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the Company exhausts its remedies pursuant to event that it is ultimately determined in accordance with the procedures set forth in this Section 15(c7(i) and the that Executive thereafter is required to make a payment of any Code Section 4999 Excise Tax, the Accounting Firm will accounting firm shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of Executive within five days of the Executive. (c) The receipt of the accounting firm’s determination of the amount of the Underpayment. Executive will shall notify the Company in writing of any claim claims by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-the Gross Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business 30 days after the Executive is informed actually receives notice in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paidclaim. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belowsubject to Section 11(f), if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) (a “Payment”) Payment would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a the “Gross-Up Payment”) in an amount such that that, after payment by the Executive of all taxes (including and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and taking account of any withholding obligation on the part of the Companypenalties imposed pursuant to Section 409A, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, however, that the obligations to the Executive pursuant to this Section 8 shall be subject to the Executive taking all steps reasonably requested by the Company in order to qualify for the exemption from the Excise Tax for privately-held companies, if available, including without limitation waiver of any Payments subject to shareholder approval in a manner that is consistent with customary practices. The Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s termination of employment. (b) Subject to the provisions of Section 15(c8(c), all determinations required to be made under this Section 158, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular Ernst & Young LLP, or such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”), which will . The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. If In the event the Company exhausts its remedies pursuant to Section 15(c8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable practicable, but no later than ten (10) 10 business days after the Executive is informed in writing of such claim and will claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it the Company desires to contest such claim, the Executive willshall: (i1) give the Company any information reasonably requested by the Company relating to such claim, , (ii2) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (3) cooperate with the Company in good faith in order effectively to contest such claim, and (4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Executive and direct the Executive to ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company pays such claim and directs the Executive to ▇▇▇ for a refund, the Company shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of a Gross-Up Payment or payment by the Company of an amount on the Executive’s behalf pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 8(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on the Executive’s behalf pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination; provided that, the Gross-Up Payment shall in all events be paid no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 8(c) that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 8, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15section) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “Gross-"Gross Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Gross Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Gross Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject . Executive acknowledges that the Gross Up Payment can be withheld from Executive by the Company and, instead, paid to the provisions Internal Revenue Service on behalf of Section 15(c), all the Executive. All determinations required to be made under this Section 157(i) with respect to the Excise Tax imposed by Section 4999 of the Code, including whether and when a Gross-the Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public an accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested selected by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will accounting firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will accounting firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm accounting firm hereunder, it is possible that Gross-Gross Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the Company exhausts its remedies pursuant to event that it is ultimately determined in accordance with the procedures set forth in this Section 15(c7(i) and that the Executive thereafter is required to make a payment of any Code Section 4999 Excise Tax, the Accounting Firm will accounting firm shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) Executive within five days of the receipt of the accounting firm's determination of the amount of the Underpayment. The Executive will shall notify the Company in writing of any claim claims by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-the Gross Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business 30 days after the Executive is informed actually receives notice in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paidclaim. The Executive will shall not pay such claim before prior to the expiration of the thirty-30 day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive will: (i) shall: give the Company any information reasonably requested by the Company relating to such claim, (ii) ; take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time; cooperate with the Company in good faith in order effectively to contest such claim; and if the Company elects not to assume and control the defense of such claim, includingpermit the Company to participate in any proceedings relating to such claim; provided, without limitationhowever, accepting legal representation that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this section, the Company shall have the right, at its sole option, to assume the defense of and control all proceedings in connection with such contest, in which case it may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim by and may either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine. Notwithstanding anything in this section to the contrary, unless an attorney reasonably selected earlier payment date is specified above, the Company shall, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v), pay Executive (or pay on the Executive's behalf) all amounts to which the Executive is entitled under this section no later than the end of the second calendar year following the calendar year in which the Excise Tax or Tax is remitted to the Internal Revenue Service (or in the case of costs and expenses payable where it is determined that no Excise Tax or Tax is owed by the Company,Executive, no later than the end of the second calendar year following the calendar year in which there is a final and non-appealable settlement or other resolution of the contest).

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its affiliated entities) or any entity which effectuates a Change in Control (or any of its affiliated entities) to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 155) (a the “PaymentPayments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall pay to Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect theretoExcise Tax) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c5(a), all determinations required to be made under this Section 155, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationdeterminations, will shall be made by the Company’s regular certified public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”), ) which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Company or the Executive that there has been a Payment, or such earlier time as is requested by the CompanyCompany (collectively, the “Determination”). If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Executive may appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by Company and the Company to the Executive, net of shall enter into any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-up Payment under this Section 5 with respect to any Payments shall be made no later than thirty (30) days following such Payment; provided, however, in no event shall such payment be made earlier than six (6) months and one (1) day after Executive separates from service (within the meaning of Section 409A of the Code). If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. The Determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderDetermination, it is possible that Gross-Up up Payments that which will not have been made by the Company should have been made (“Underpayment”) or Gross-up Payments are made by the Company which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. If In the Company exhausts its remedies pursuant to Section 15(c) and event that the Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. In the Executive. event the amount of the Gross-up Payment exceeds the amount necessary to reimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (ctogether with interest at the rate provided in Section 1274(b)(2) The of the Code) shall be promptly paid by Executive will notify (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in writing of connection with any claim by contests or disputes with the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,Excise Tax.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution by the Company to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 157) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will Employee shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c7(c), all determinations required to be made under this Section 157, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular Ernst & Young LLP or such other certified public accounting firm as may be designated by Employee (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Employee shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 157, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Employee within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the ExecutiveEmployee. As a result of It is possible (due to the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible ) that Gross-Up Payments that will not have been made by the Company which it is ultimately determined should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If Consequently, in the event that the Company exhausts its remedies pursuant to Section 15(c7(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee. (c) The Executive will Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive Employee is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will Employee shall not pay such claim before prior to the expiration of the thirty-day thirty (30)-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive Employee in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willEmployee shall: (i) give Give the Company any information reasonably requested by the Company relating to such claim, , (ii) take Take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) Cooperate with the Company in good faith in order effectively to contest such claim, and (iv) Permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 7(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Employee to pay the tax claimed and sue ▇▇▇ a refund or contest the claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Employee to pay such claim and sue ▇▇▇ a refund, the Company shall advance the amount of such payment to Employee, on an interest-free basis and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 7(c), Employee becomes entitled to receive any refund with respect to such claim, Employee shall (subject to the Company's complying with the requirements of Section 7(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 7(c), a determination is made that Employee shall not be entitled to any refund with respect to such claim and the Company does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstanding and except as set forth belowcontrary, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 159) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code Code, or any successor provision thereto, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular 's independent certified public accounting firm accountants (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred occurred, and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and s▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute and contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and s▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall, subject to the Company's complying with the requirements of Section 9(c), promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, that the aggregate of all Gross-Up Payments will not exceed $4,000,000. (b) Subject to the provisions of Section 15(c), all determinations required to be made under this Section 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, will be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and will indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 15(c), the Company will control all proceedings taken in connection with such contest (to the extent applicable to the Excise Tax and the Gross-Up Payment) and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company will determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company will advance the amount of such payment to the Executive, on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive will (subject to the Company’s complying with the requirements of Section 15(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of thirty (30) days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding any other provision of this Section 15, any Gross-Up Payment due to the Executive hereunder will be paid in accordance with this Section 15, but in no event may any such payments be made later than December 31 of the year following the year (i) any excise tax is paid to the Internal Revenue Service regarding this Section 15 or (ii) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section 15 is completed or resolved.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by by, or benefit from, the Company or any of its Affiliates to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise (any such payments, but determined without regard distributions or benefits being individually referred to any additional payments required under this Section 15) (herein as a “Payment,” and any two or more of such payments, distributions or benefits being referred to herein as “Payments”) ), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment or payments (individually referred to herein as a “Gross-Up Payment” and any two or more of such additional payments being referred to herein as “Gross-Up Payments”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxesas defined in Section 11(k), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The purpose of this Section 11 and the intent of the parties to this Agreement is to place the Executive in the same economic position the Executive would have been in had no Excise Tax been imposed with respect to the Payments. (b) Subject to the provisions of Section 15(c11(c) through (i), all determinations any determination (individually, a “Determination”) required to be made under this Section 1511(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to Payment, shall initially be used in arriving made, at such determination, will be made by the Company’s regular certified public accounting firm expense, by nationally recognized tax counsel mutually acceptable to the Company and the Executive (the “Accounting FirmTax Counsel”), which will . Tax Counsel shall provide detailed supporting calculations legal authorities, calculations, and documentation both to the Company and the Executive within fifteen (15) 15 business days of the receipt termination of notice from the Executive’s employment, if applicable, or such other time or times as is reasonably requested by the Company or the Executive. If Tax Counsel makes the initial Determination that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm no Excise Tax will be borne solely by imposed with respect to any such Payment or Payments. The Executive shall have the Companyright to dispute any Determination (a “Dispute”) within 15 business days after delivery of Tax Counsel’s opinion with respect to such Determination. Any The Gross-Up Payment, if any, as determined pursuant to this Section 15such Determination shall, will at the Company’s expense, be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) business days of the Executive’s receipt of such Determination. The existence of a Dispute shall not in any way affect the Accounting FirmExecutive’s determinationright to receive the Gross-Up Payment in accordance with such Determination. Any determination by the Accounting Firm will If there is no Dispute, such Determination shall be binding binding, final and conclusive upon the Company and the Executive, subject in all respects, however, to the provisions of Section 11(c) through (i) below. As a result of the uncertainty in the application of Section Sections 4999 and 280G of the Code at the time of the initial determination by the Accounting Firm hereunderCode, it is possible that Gross-Up Payments that (or portions thereof) which will not have been made by the Company should have been made (“Underpayment”), consistent with and if upon any reasonable written request from the calculations required to be made hereunder. If Executive or the Company exhausts its remedies pursuant to Section 15(c) and Tax Counsel, or upon Tax Counsel’s own initiative, Tax Counsel, at the Company’s expense, thereafter determines that the Executive thereafter is required to make a payment of any Excise Tax or any additional Excise Tax, as the Accounting Firm will case may be, Tax Counsel shall, at the Company’s expense, determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Company shall defend, hold harmless, and indemnify the Executive will on a fully grossed-up after tax basis from and against any and all claims, losses, liabilities, obligations, damages, impositions, assessments, demands, judgements, settlements, costs and expenses (including reasonable attorneys’, accountants’, and experts’ fees and expenses) with respect to any tax liability of the Executive resulting from any Final Determination (as defined in Section 11(j)) that any Payment is subject to the Excise Tax. (d) If a party hereto receives any written or oral communication with respect to any question, adjustment, assessment or pending or threatened audit, examination, investigation or administrative, court or other proceeding which, if pursued successfully, could result in or give rise to a claim by the Executive against the Company under this Section 11 (“Claim”), including, but not limited to, a claim for indemnification of the Executive by the Company under Section 11(c), then such party shall promptly notify the Company other party hereto in writing of such Claim (“Tax Claim Notice”). (e) If a Claim is asserted against the Executive (“Executive Claim”), the Executive shall take or cause to be taken such action in connection with contesting such Executive Claim as the Company shall reasonably request in writing from time to time, including the retention of counsel and experts as are reasonably designated by the Company (it being understood and agreed by the parties hereto that the terms of any such retention shall expressly provide that the Company shall be solely responsible for the payment of any and all fees and disbursements of such counsel and any experts) and the execution of powers of attorney, provided that: (i) within 30 calendar days after the Company receives or delivers, as the case may be, the Tax Claim Notice relating to such Executive Claim (or such earlier date that any payment of the taxes claimed is due from the Executive, but in no event sooner than five calendar days after the Company receives or delivers such Tax Claim Notice), the Company shall have notified the Executive in writing (“Election Notice”) that the Company does not dispute its obligations (including, but not limited to, its indemnity obligations) under this Agreement and that the Company elects to contest, and to control the defense or prosecution of, such Executive Claim at the Company’s sole risk and sole cost and expense; and (ii) the Company shall have advanced to the Executive on an interest-free basis, the total amount of the tax claimed in order for the Executive, at the Company’s request, to pay or cause to be paid the tax claimed, file a claim for refund of such tax and, subject to the provisions of the last sentence of Section 11(g), s▇▇ for a refund of such tax if such claim for refund is disallowed by the appropriate taxing authority (it being understood and agreed by the parties hereto that the Company shall only be entitled to s▇▇ for a refund and the Company shall not be entitled to initiate any proceeding in, for example, United States Tax Court) and shall indemnify and hold the Executive harmless, on a fully grossed-up after tax basis, from any tax imposed with respect to such advance or with respect to any imputed income with respect to such advance; and (iii) the Company shall reimburse the Executive for any and all costs and expenses resulting from any such request by the Company and shall indemnify and hold the Executive harmless, on fully grossed-up after-tax basis, from any tax imposed as a result of such reimbursement. (f) Subject to the provisions of Section 11(e) hereof, the Company shall have the right to defend or prosecute, at the sole cost, expense and risk of the Company, such Executive Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by the Company to a Final Determination; provided, however, that (i) the Company shall not, without the Executive’s prior written consent, enter into any compromise or settlement of such Executive Claim that would adversely affect the Executive, (ii) any request from the Company to the Executive regarding any extension of the statute of limitations relating to assessment, payment, or collection of taxes for the taxable year of the Executive with respect to which the contested issues involved in, and amount of, the Executive Claim relate is limited solely to such contested issues and amount, and (iii) the Company’s control of any contest or proceeding shall be limited to issues with respect to the Executive Claim and the Executive shall be entitled to settle or contest, in his sole and absolute discretion, any other issue raised by the Internal Revenue Service that, if successful, would require the payment by or any other taxing authority. So long as the Company of a Gross-Up Payment (is diligently defending or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the prosecuting such Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claimClaim, the Executive will: (i) give shall provide or cause to be provided to the Company any information reasonably requested by the Company that relates to such Executive Claim, and shall otherwise cooperate with the Company and its representatives in good faith in order to contest effectively such Executive Claim. The Company shall keep the Executive informed of all developments and events relating to any such claimExecutive Claim (including, without limitation, providing to the Executive copies of all written materials pertaining to any such Executive Claim), and the Executive or his authorized representatives shall be entitled, at the Executive’s expense, to participate in all conferences, meetings and proceedings relating to any such Executive Claim. (iig) take such action in connection with contesting such claim as If, after actual receipt by the Executive of an amount of a tax claimed (pursuant to an Executive Claim) that has been advanced by the Company will reasonably request pursuant to Section 11(e)(ii) hereof, the extent of the liability of the Company hereunder with respect to such tax claimed has been established by a Final Determination, the Executive shall promptly pay or cause to be paid to the Company any refund actually received by, or actually credited to, the Executive with respect to such tax (together with any interest paid or credited thereon by the taxing authority and any recovery of legal fees from such taxing authority related thereto), except to the extent that any amounts are then due and payable by the Company to the Executive, whether under the provisions of this Agreement or otherwise. If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(e)(ii), a determination is made by the Internal Revenue Service or other appropriate taxing authority that the Executive shall not be entitled to any refund with respect to such tax claimed and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of any Gross-Up Payments and other payments required to be paid hereunder. (h) With respect to any Executive Claim, if the Company fails to deliver an Election Notice to the Executive within the period provided in Section 11(e)(i) hereof or, after delivery of such Election Notice, the Company fails to comply with the provisions of Section 11(e)(ii) and (iii) and (f) hereof, then the Executive shall at any time thereafter have the right (but not the obligation), at his election and in his sole and absolute discretion, to defend or prosecute, at the sole cost, expense and risk of the Company, such Executive Claim. The Executive shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Executive, the Company shall cooperate, and shall cause its Affiliates to cooperate, in good faith with the Executive and his authorized representatives in order to contest effectively such Executive Claim. The Company may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Executive Claim controlled by the Executive pursuant to this Section 11(h) and shall bear its own costs and expenses with respect thereto. In the case of any Executive Claim that is defended or prosecuted by the Executive, the Executive shall, from time to time, includingbe entitled to current payment, without limitationon a fully grossed-up after tax basis, accepting legal representation from the Company with respect to such claim by an attorney reasonably selected costs and expenses incurred by the Company,Executive in connection with such defense or prosecution. (i) In the case of any Executive Claim that is defended or prosecuted to a Final Determination pursuant to the terms of this Section 11(i), the Company shall pay, on a fully grossed-up after tax basis, to the Executive in immediately available funds the full amount of any taxes arising or resulting from or incurred in connection with such Executive Claim that have not theretofore been paid by the Company to the Executive, together with the costs and expenses, on a fully grossed-up after tax basis, incurred in connection therewith that have not theretofore been paid by the Company to the Executive, within ten calendar days after such Final Determination. In the case of any Executive Claim not covered by the preceding sentence, the Company shall pay, on a fully grossed-up after tax basis, to the Executive in immediately available funds the full amount of any taxes arising or resulting from or incurred in connection with such Executive Claim at least ten calendar days before the date payment of such taxes is due from the Executive, except where payment of such taxes is sooner required under the provisions of this Section 11(i), in which case payment of such taxes (and payment, on a fully grossed-up after tax basis, of any costs and expenses required to be paid under this Section 11(i) shall be made within the time and in the manner otherwise provided in this Section 11(i). (j) For purposes of this Agreement, the term “Final Determination” shall mean (A) a decision, judgment, decree or other order by a court or other tribunal with appropriate jurisdiction, which has become final and non-appealable; (B) a final and binding settlement or compromise with an administrative agency with appropriate jurisdiction, including, but not limited to, a closing agreement under Section 7121 of the Code; (C) any disallowance of a claim for refund or credit in respect to an overpayment of tax unless a suit is filed on a timely basis; or (D) any final disposition by reason of the expiration of all applicable statutes of limitations.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15section) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a “Gross-Gross Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Gross Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Gross Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject . Executive acknowledges that the Gross Up Payment can be withheld from Executive by the Company and, instead, paid to the provisions Internal Revenue Service on behalf of Section 15(c), all the Executive. All determinations required to be made under this Section 157(i) with respect to the Excise Tax imposed by Section 4999 of the Code, including whether and when a Gross-the Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public an accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested selected by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will accounting firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will accounting firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm accounting firm hereunder, it is possible that Gross-Gross Up Payments that which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the Company exhausts its remedies pursuant to event that it is ultimately determined in accordance with the procedures set forth in this Section 15(c7(i) and that the Executive thereafter is required to make a payment of any Code Section 4999 Excise Tax, the Accounting Firm will accounting firm shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) Executive within five days of the receipt of the accounting firm’s determination of the amount of the Underpayment. The Executive will shall notify the Company in writing of any claim claims by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-the Gross Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business 30 days after the Executive is informed actually receives notice in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paidclaim. The Executive will shall not pay such claim before prior to the expiration of the thirty-30 day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by the Company or the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 1510) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c10(c), all determinations required to be made under this Section 1510, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s 's regular certified public independent accounting firm at the expense of the Company or, at the election and expense of Executive, another nationally recognized independent accounting firm (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 1510, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) 15 business days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c10(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) 15 business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 10(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue ▇▇▇ a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue ▇▇▇ a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 10(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 10(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 10(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section paragraph 15) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will Employee shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section paragraph 15(c), all determinations required to be made under this Section paragraph 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular Arthur Andersen LLP or ▇▇▇▇ ▇▇▇er certified public accounting firm as may be designated by the Employee (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) 15 business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Employee shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will paragraph 15 shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Employee within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section paragraph 15(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee. (c) The Executive will Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive Employee is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will Employee shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive Employee in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willEmployee shall: (i1) give the Company any information reasonably requested by the Company relating to such claim, , (ii2) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (3) cooperate with the Company in good faith in order effectively to contest such claim, and (4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this paragraph 15(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Employee to pay such claim and sue for a r▇▇▇nd, the Company shall advance the amount of such payment to the Employee, on an interest-free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Employee of an amount advanced by the Company pursuant to Paragraph 15(c), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company's complying with the requirements of Paragraph 15(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Paragraph 15(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) otherwise (a “"Payment”) "), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinationdeterminations, will shall be made by the Company’s regular 's certified public accounting firm immediately prior to the Effective Date (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt Date of notice from the Executive that there has been a PaymentTermination, if applicable, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any The initial Gross-Up Payment, if any, as determined pursuant to this Section 159(b), will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give Give the Company any information reasonably requested by the Company relating to such claim, , (ii) take Take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) Cooperate with the Company in good faith in order effectively to contest such claim, and (iv) Permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to section 9(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) 11.1 Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (upon a Change of Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) otherwise (a “Payment”) ), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Gross-Up Payment shall be paid to the Executive no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive remits the tax payment to the appropriate taxing authority. (b) 11.2 Subject to the provisions of Section 15(c)this Section, all determinations required to be made under this Section 15hereunder, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinationPayment, will shall be made by the Company’s regular certified public an independent accounting firm selected by the Company from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”) (at the sole expense of the Company), which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt date of notice from termination of the Executive that there has been a PaymentExecutive’s employment under this Agreement, if applicable, or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is serving as accountant or auditor for payable by the individualExecutive, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of shall furnish the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant Executive with an opinion that he has substantial authority not to this Section 15, will be paid by the Company to the Executive, net of report any of the Company’s Excise Tax on his federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determinationincome tax return. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive, absent manifest error. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderCode, it is possible that Gross-Up Payments that will may be miscalculated and may not have been made by cover the Company should have been made full amount of Excise Taxes due (an “Underpayment”), ) consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) hereto and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by by, or benefit from, the Company or any of its Affiliates to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise (any such payments, but determined without regard distributions or benefits being individually referred to any additional payments required under this Section 15) (herein as a “Payment,” and any two or more of such payments, distributions or benefits being referred to herein as “Payments”) ), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment or payments (individually referred to herein as a “Gross-Up Payment” and any two or more of such additional payments being referred to herein as “Gross-Up Payments”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxesas defined in Section 11(k), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The purpose of this Section 11 and the intent of the parties to this Agreement is to place the Executive in the same economic position the Executive would have been in had no Excise Tax been imposed with respect to the Payments. (b) Subject to the provisions of Section 15(c11(c) through (i), all determinations any determination (individually, a “Determination”) required to be made under this Section 1511(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to Payment, shall initially be used in arriving made, at such determination, will be made by the Company’s regular certified public accounting firm expense, by nationally recognized tax counsel mutually acceptable to the Company and the Executive (the “Accounting FirmTax Counsel”), which will . Tax Counsel shall provide detailed supporting calculations legal authorities, calculations, and documentation both to the Company and the Executive within fifteen (15) 15 business days of the receipt termination of notice from the Executive’s employment, if applicable, or such other time or times as is reasonably requested by the Company or the Executive. If Tax Counsel makes the initial Determination that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm no Excise Tax will be borne solely by imposed with respect to any such Payment or Payments. The Executive shall have the Companyright to dispute any Determination (a “Dispute”) within 15 business days after delivery of Tax Counsel’s opinion with respect to such Determination. Any The Gross-Up Payment, if any, as determined pursuant to this Section 15such Determination shall, will at the Company’s expense, be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) business days of the Executive’s receipt of such Determination. The existence of a Dispute shall not in any way affect the Accounting FirmExecutive’s determinationright to receive the Gross-Up Payment in accordance with such Determination. Any determination by the Accounting Firm will If there is no Dispute, such Determination shall be binding binding, final and conclusive upon the Company and the Executive, subject in all respects, however, to the provisions of Section 11(c) through (i) below. As a result of the uncertainty in the application of Section Sections 4999 and 280G of the Code at the time of the initial determination by the Accounting Firm hereunderCode, it is possible that Gross-Up Payments that (or portions thereof) which will not have been made by the Company should have been made (“Underpayment”), consistent with and if upon any reasonable written request from the calculations required to be made hereunder. If Executive or the Company exhausts its remedies pursuant to Section 15(c) and Tax Counsel, or upon Tax Counsel’s own initiative, Tax Counsel, at the Company’s expense, thereafter determines that the Executive thereafter is required to make a payment of any Excise Tax or any additional Excise Tax, as the Accounting Firm will case may be, Tax Counsel shall, at the Company’s expense, determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Company shall defend, hold harmless, and indemnify the Executive will on a fully grossed-up after tax basis from and against any and all claims, losses, liabilities, obligations, damages, impositions, assessments, demands, judgements, settlements, costs and expenses (including reasonable attorneys’, accountants’, and experts’ fees and expenses) with respect to any tax liability of the Executive resulting from any Final Determination (as defined in Section 11(j)) that any Payment is subject to the Excise Tax. (d) If a party hereto receives any written or oral communication with respect to any question, adjustment, assessment or pending or threatened audit, examination, investigation or administrative, court or other proceeding which, if pursued successfully, could result in or give rise to a claim by the Executive against the Company under this Section 11 (“Claim”), including, but not limited to, a claim for indemnification of the Executive by the Company under Section 11(c), then such party shall promptly notify the Company other party hereto in writing of such Claim (“Tax Claim Notice”). (e) If a Claim is asserted against the Executive (“Executive Claim”), the Executive shall take or cause to be taken such action in connection with contesting such Executive Claim as the Company shall reasonably request in writing from time to time, including the retention of counsel and experts as are reasonably designated by the Company (it being understood and agreed by the parties hereto that the terms of any such retention shall expressly provide that the Company shall be solely responsible for the payment of any and all fees and disbursements of such counsel and any experts) and the execution of powers of attorney, provided that: (i) within 30 calendar days after the Company receives or delivers, as the case may be, the Tax Claim Notice relating to such Executive Claim (or such earlier date that any payment of the taxes claimed is due from the Executive, but in no event sooner than five calendar days after the Company receives or delivers such Tax Claim Notice), the Company shall have notified the Executive in writing (“Election Notice”) that the Company does not dispute its obligations (including, but not limited to, its indemnity obligations) under this Agreement and that the Company elects to contest, and to control the defense or prosecution of, such Executive Claim at the Company’s sole risk and sole cost and expense; and (ii) the Company shall have advanced to the Executive on an interest-free basis, the total amount of the tax claimed in order for the Executive, at the Company’s request, to pay or cause to be paid the tax claimed, file a claim for refund of such tax and, subject to the provisions of the last sentence of Section 11(g), ▇▇▇ for a refund of such tax if such claim for refund is disallowed by the appropriate taxing authority (it being understood and agreed by the parties hereto that the Company shall only be entitled to ▇▇▇ for a refund and the Company shall not be entitled to initiate any proceeding in, for example, United States Tax Court) and shall indemnify and hold the Executive harmless, on a fully grossed-up after tax basis, from any tax imposed with respect to such advance or with respect to any imputed income with respect to such advance; and (iii) the Company shall reimburse the Executive for any and all costs and expenses resulting from any such request by the Company and shall indemnify and hold the Executive harmless, on fully grossed-up after-tax basis, from any tax imposed as a result of such reimbursement. (f) Subject to the provisions of Section 11(e) hereof, the Company shall have the right to defend or prosecute, at the sole cost, expense and risk of the Company, such Executive Claim by all appropriate proceedings, which proceedings shall be defended or prosecuted diligently by the Company to a Final Determination; provided, however, that (i) the Company shall not, without the Executive’s prior written consent, enter into any compromise or settlement of such Executive Claim that would adversely affect the Executive, (ii) any request from the Company to the Executive regarding any extension of the statute of limitations relating to assessment, payment, or collection of taxes for the taxable year of the Executive with respect to which the contested issues involved in, and amount of, the Executive Claim relate is limited solely to such contested issues and amount, and (iii) the Company’s control of any contest or proceeding shall be limited to issues with respect to the Executive Claim and the Executive shall be entitled to settle or contest, in his sole and absolute discretion, any other issue raised by the Internal Revenue Service that, if successful, would require the payment by or any other taxing authority. So long as the Company of a Gross-Up Payment (is diligently defending or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the prosecuting such Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claimClaim, the Executive will: (i) give shall provide or cause to be provided to the Company any information reasonably requested by the Company that relates to such Executive Claim, and shall otherwise cooperate with the Company and its representatives in good faith in order to contest effectively such Executive Claim. The Company shall keep the Executive informed of all developments and events relating to any such claimExecutive Claim (including, without limitation, providing to the Executive copies of all written materials pertaining to any such Executive Claim), and the Executive or his authorized representatives shall be entitled, at the Executive’s expense, to participate in all conferences, meetings and proceedings relating to any such Executive Claim. (iig) take such action in connection with contesting such claim as If, after actual receipt by the Executive of an amount of a tax claimed (pursuant to an Executive Claim) that has been advanced by the Company will reasonably request pursuant to Section 11(e)(ii) hereof, the extent of the liability of the Company hereunder with respect to such tax claimed has been established by a Final Determination, the Executive shall promptly pay or cause to be paid to the Company any refund actually received by, or actually credited to, the Executive with respect to such tax (together with any interest paid or credited thereon by the taxing authority and any recovery of legal fees from such taxing authority related thereto), except to the extent that any amounts are then due and payable by the Company to the Executive, whether under the provisions of this Agreement or otherwise. If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(e)(ii), a determination is made by the Internal Revenue Service or other appropriate taxing authority that the Executive shall not be entitled to any refund with respect to such tax claimed and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of any Gross-Up Payments and other payments required to be paid hereunder. (h) With respect to any Executive Claim, if the Company fails to deliver an Election Notice to the Executive within the period provided in Section 11(e)(i) hereof or, after delivery of such Election Notice, the Company fails to comply with the provisions of Section 11(e)(ii) and (iii) and (f) hereof, then the Executive shall at any time thereafter have the right (but not the obligation), at his election and in his sole and absolute discretion, to defend or prosecute, at the sole cost, expense and risk of the Company, such Executive Claim. The Executive shall have full control of such defense or prosecution and such proceedings, including any settlement or compromise thereof. If requested by the Executive, the Company shall cooperate, and shall cause its Affiliates to cooperate, in good faith with the Executive and his authorized representatives in order to contest effectively such Executive Claim. The Company may attend, but not participate in or control, any defense, prosecution, settlement or compromise of any Executive Claim controlled by the Executive pursuant to this Section 11(h) and shall bear its own costs and expenses with respect thereto. In the case of any Executive Claim that is defended or prosecuted by the Executive, the Executive shall, from time to time, includingbe entitled to current payment, without limitationon a fully grossed-up after tax basis, accepting legal representation from the Company with respect to such claim by an attorney reasonably selected costs and expenses incurred by the Company,Executive in connection with such defense or prosecution. (i) In the case of any Executive Claim that is defended or prosecuted to a Final Determination pursuant to the terms of this Section 11(i), the Company shall pay, on a fully grossed-up after tax basis, to the Executive in immediately available funds the full amount of any taxes arising or resulting from or incurred in connection with such Executive Claim that have not theretofore been paid by the Company to the Executive, together with the costs and expenses, on a fully grossed-up after tax basis, incurred in connection therewith that have not theretofore been paid by the Company to the Executive, within ten calendar days after such Final Determination. In the case of any Executive Claim not covered by the preceding sentence, the Company shall pay, on a fully grossed-up after tax basis, to the Executive in immediately available funds the full amount of any taxes arising or resulting from or incurred in connection with such Executive Claim at least ten calendar days before the date payment of such taxes is due from the Executive, except where payment of such taxes is sooner required under the provisions of this Section 11(i), in which case payment of such taxes (and payment, on a fully grossed-up after tax basis, of any costs and expenses required to be paid under this Section 11(i) shall be made within the time and in the manner otherwise provided in this Section 11(i). (j) For purposes of this Agreement, the term “Final Determination” shall mean (A) a decision, judgment, decree or other order by a court or other tribunal with appropriate jurisdiction, which has become final and non-appealable; (B) a final and binding settlement or compromise with an administrative agency with appropriate jurisdiction, including, but not limited to, a closing agreement under Section 7121 of the Code; (C) any disallowance of a claim for refund or credit in respect to an overpayment of tax unless a suit is filed on a timely basis; or (D) any final disposition by reason of the expiration of all applicable statutes of limitations.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) 8) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c8(c), all determinations required to be made under this Section 158, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular a certified public accounting firm selected by the Executive and reasonably acceptable to the Company (the “Accounting Firm”), ) which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 158, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) 14 days of after the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest (to the extent applicable to the Excise Tax and the Gross-Up Payment) and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Based on events occurring after the Change in Control, it may be necessary or appropriate to redetermine the amount of an excess parachute payment for a prior taxable year. Any such redetermination, including the assumptions to be used, shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days after the receipt of notice from either party of changed circumstances that indicate that a redetermination may be necessary. Any redetermination by the Accounting Firm shall be binding upon the Company and the Executive. If such redetermination results in the availability of a refund from the Internal Revenue Service of amounts previously paid, the Executive shall promptly prepare and file any necessary tax return amendment or request for such refund. Upon receipt of such refund from the Internal Revenue Service, the Executive shall promptly pay such refund to the Company along with any Gross-Up Payments previously paid by the Company which related to the refunded amount, as determined by the Accounting Firm. The Company shall pay all fees and expenses of the Accounting Firm, and the Company shall reimburse the Executive for all reasonable fees and expenses incurred in preparing and filing any tax return amendment or request for tax refund necessitated by the redetermination.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 159) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified Arthur Andersen LLP or ▇▇▇▇ o▇▇▇▇ ▇▇▇tified public accounting firm as may be designated by the Executive (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or co▇▇▇st the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the ▇▇mpany shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything Subject to Section 6(h) below and whether or not the Executive's employment terminates, if there is a Change in Control and any payment (other than the Gross-Up payments provided for in this Agreement to the contrary notwithstanding and except as set forth below, if it will be determined that any payment Section 6) or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined including without regard to limitation any additional payments required under this Section 15) lapse or termination of any restriction on, deferral period or the vesting or exercisability of any payment, distribution, or benefit (a “"Payment”) would be "), is subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties thereon, other than any criminal or fraud penalties, are hereinafter collectively being hereafter referred to as the “"Excise Tax”"), then the Executive will be entitled to receive an additional payment (a “"Gross-Up Payment”) "). The Gross-Up Payment will be in an amount such that that, after payment by the Executive of all taxes thereon (including any interest or penalties penalties, other than any criminal or fraud penalties, imposed with respect to such taxes), including, without limitation, including any Excise Tax and any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayment. (b) Subject to the provisions of Section 15(c6(f), all determinations required to be made under this Section 156, including whether and when a Gross-Up Payment is required to be paid by the Company and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinationPayment, if any, will be made by the Company’s regular certified public a nationally recognized accounting firm (the “"Accounting Firm”), which ") selected by the Executive in his sole discretion. The Executive will provide direct the Accounting Firm to submit its determination and detailed supporting calculations to both to the Company and the Executive within fifteen thirty (1530) business calendar days of after the receipt of notice from Change in Control, the Executive that there has been a PaymentTermination Date, if applicable, and any such other time or such earlier time times as is may be reasonably requested by the CompanyCompany or the Executive. If the Accounting Firm determines that any Excise Tax is serving as accountant or auditor for payable by the individual, entity or group effecting the applicable Change in ControlExecutive, the Company will appoint another nationally recognized accounting firm to make pay the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, less any applicable withholding, to the Executive as determined pursuant soon as reasonably practicable after receipt of such determination and calculations with respect to this Section 15, will be paid by the Company any Payment to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by If the Accounting Firm will be binding upon determines that no Excise Tax is payable by the Executive, it will, at the same time as it makes such determination, furnish the Company and the ExecutiveExecutive an opinion that the Executive has substantial authority not to report any Excise Tax on his tax return. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderCode, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made hereunder (“an "Underpayment”"), consistent with . In the calculations required to be made hereunder. If event that the Company exhausts or fails to pursue its remedies pursuant to Section 15(c6(g) and the Executive thereafter is required to make a payment of any Excise Tax, the Executive will direct the Accounting Firm will to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. The Company will promptly pay any such Underpayment will be promptly paid by the Company to to, or for the benefit of, the Executive as soon as reasonably practicable after receipt of such determination and calculations. (c) Any determination by the Accounting Firm as to the amount of the Gross-Up Payment will be binding upon the Company and the Executive. (cd) The federal, state and local income or other tax returns filed by the Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. The Executive will make proper payment of the amount of any Excise Payment, and provide to the Company true and correct copies (with any amendments) of his or her federal, state, and local income tax returns as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of the Executive's applicable income tax returns, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive will within five business days pay to the Company the amount of such reduction. (e) The fees and expenses of the Accounting Firm for its services hereunder will be borne by the Company. (f) The Executive will notify the Company in writing within five (5) days of any claim by the Internal Revenue Service any taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment (or an any additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before prior to the earlier of (x) the expiration of the thirtythirty (30) calendar-day period following the date on which it he gives such notice to the Company and (or such shorter period ending on y) the date that any payment of taxes amount with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive will: (i) give provide the Company with any information written records or documents in his possession relating to such claim reasonably requested by the Company relating to such claim, Company; (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, including without limitation, limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in and control any proceedings relating to such claim; except that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Executive, on an after-tax basis, for and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such contest and payment of costs and expenses. (g) If, after the receipt by the Executive of an amount advanced by the Company pursuant to this Section 6, the Executive receives any refund with respect to such claim, the Executive will (subject to the Company's complying with the requirements of Section 6(f) above) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). (h) Notwithstanding any provision of this Agreement to the contrary, if (i) the aggregate "present value" of the "parachute payments" to be paid or provided to the Executive under this Agreement or otherwise does not exceed 1.15 multiplied by three times the Executive's "base amount," and (ii) but for this Section 6(h), the Company would be obligated to pay to the Executive a Gross-Up Payment with a net after-tax benefit to the Executive (as determined in the last sentence of Section 6(a)) of not more than Fifty Thousand Dollars (USD $50,000) (taking into account both income taxes and any Excise Tax), then, in lieu of such Gross-Up Payment, the payments and benefits to be paid or provided under this Agreement (including any stock based compensation pursuant to Section 4(f) above) will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any payment or benefit to the Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 6(h), the terms "excess parachute payment," "present value," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm.

Certain Additional Payments by the Company. If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which the Executive receives or is entitled to receive from the Company or an affiliate, would constitute an excess “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (awhether or not under an existing plan, arrangement or other agreement) Anything (each such parachute payment, a “Parachute Payment”), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, then, in addition to any other benefits to which the Executive is entitled under this Agreement Agreement, the Company shall pay an amount (the “Gross-Up Amount”) in cash equal to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution sum of the excise taxes payable by the Executive by reason of receiving Parachute Payments (including any penalties and interest for underpayments) plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 3.8) as if no excise taxes had been imposed with respect to Parachute Payments). The Company shall pay the Gross-Up Amount to or for the benefit appropriate taxing authorities as withholding taxes on behalf of the Executive (whether paid or payable or distributed or distributable pursuant or, to the terms of this Agreement extent some or otherwise, but determined without regard to any additional payments required under this Section 15) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c), all determinations Amount is not required to be made under this Section 15withheld by the Company, including whether and to the Executive) at such time or times when a the excise taxes to which the Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions Amount relates are due. Except as may otherwise be agreed to be used in arriving at such determination, will be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result , the amount or amounts (if any) payable under this Section 3.8 shall be conclusively determined (for purposes of the uncertainty in the application of Section 4999 payment of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made Amount and the filing of the Executive’s income tax return, but subject to the provisions below) by an independent accounting firm of national reputation selected by the Company should have been made with the consent of the Executive (“Underpayment”which shall not be unreasonably withheld). Notwithstanding the foregoing, in the event that the Internal Revenue Service assesses a deficiency against the executive for a greater amount of excise tax (and other related payments to the Internal Revenue Service, as contemplated above), consistent with the calculations required to be made hereunder. If then the Company exhausts its remedies pursuant to Section 15(cshall within five business days thereafter either assume the defense of such deficiency or pay the additional amounts; provided that (i) and the Executive thereafter is required shall not initiate any proceeding or other contests regarding these matters, other than at the direction of the Company, and shall provide notice to make a payment the Company of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to proceeding or for the benefit of the Executive. (c) The Executive will notify the Company in writing of any claim other contest regarding these matters initiated by the Internal Revenue Service thatService, and (ii) the Company shall be entitled to direct and control all such proceeding and other contests, if successfulit commits to and does pay all costs (including without limitation legal and other professional fees) associated therewith. If there is an overpayment of excise tax (and related payments), would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) Executive within five business days after receiving a refund shall pay over the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice amount refunded to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section paragraph 15) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will Employee shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section paragraph 15(c), all determinations required to be made under this Section paragraph 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular Ernst & Young LLP or such other certified public accounting firm as may be designated by the Employee (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) 15 business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Employee shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will paragraph 15 shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Employee within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section paragraph 15(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee. (c) The Executive will Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive Employee is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will Employee shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive Employee in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willEmployee shall: (i1) give the Company any information reasonably requested by the Company relating to such claim, , (ii2) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (3) cooperate with the Company in good faith in order effectively to contest such claim, and (4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this paragraph 15(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and s▇▇ for a refund or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Employee to pay such claim and s▇▇ for a refund, the Company shall advance the amount of such payment to the Employee, on an interest-free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Employee of an amount advanced by the Company pursuant to paragraph 15(c), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company's complying with the requirements of paragraph 15(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to paragraph 15(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding anything in this paragraph 15 to the contrary, unless an earlier payment date is specified above, the Company shall, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v), pay Employee or pay on the Employee’s behalf) all amounts to which the Employee is entitled under this paragraph 15 no later than the end of the second calendar year following the calendar year in which the Excise Tax is remitted to the Internal Revenue Service (or in the case of costs and expenses payable under paragraph 15(d) where it is determined that no Excise Tax is owed by the Employee, no later than the end of the second calendar year following the calendar year in which there is a final and non-appealable settlement or other resolution of the contest).

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 159) (a “Payment”) would be subject to the excise tax imposed by Section 4999 (or a successor provision of like import) of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the (“Excise Tax”), then the Executive will Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public an accounting firm of national reputation selected by the Company (the “Accounting Firm”), which will shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) 15 business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant unwilling or auditor for the individual, entity or group effecting the applicable Change in Controlunable to perform its obligations pursuant to this Section 9(b), the Company will Employee shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Employee within five (5) thirty days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written opinion that failure to report the Excise Tax on the Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company within thirty days of such Accounting Firm’s determination to or for the benefit of the ExecutiveEmployee. (c) The Executive will Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive Employee is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will Employee shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it the Employee gives such notice to the Company (or such shorter period ending on the date that any payment of taxes taxes, interest and/or penalties with respect to such claim is due). If the Company notifies the Executive Employee in writing before prior to the expiration of such period that it desires to contest such claim, the Executive will: Company, subject to the provisions of this Section 9(c), shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner. In this connection, the Employee agrees, subject to the provisions of this Section 9(c), to (i) prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine, (ii) give the Company any information reasonably requested by the Company relating to such claim, (iiiii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,, (iv) cooperate with the Company in good faith in order to effectively contest such claim and (v) permit the Company to participate in any proceedings relating to such claim. The foregoing is subject, however, to the following: (A) the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed in connection therewith and the payment of costs and expenses in such connection, (B) if the Company directs the Employee to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Employee, on an interest-free basis, and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance, (C) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due shall be limited solely to such contested amount and (D) the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Upon Employee’s request, the Company shall advance Employee reasonable and necessary expenses the Employee is required to directly pay to contest the claim pursuant to this Section 9(c). (d) If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 9(c), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company’s complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid to the Company and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstanding and except as set forth belowcontrary, if in the event it will shall be determined that any payment or distribution by the Company or any of its affiliates to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) 8) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and taking account of any withholding obligation on the part of the Companypenalties imposed pursuant to Section 409A, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c8(c), all determinations required to be made under this Section 158, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular a nationally recognized certified public accounting firm reasonably acceptable to the Executive as may be designated by the Company (the “Accounting Firm”), ) which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 158, will shall be paid by the Company to the ExecutiveExecutive or directly to the Internal Revenue Service, net of any in the sole discretion of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the later of (i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm’s determination; provided, however, that in all events such payment shall be made no later than the end of the Executive’s taxable year next following the taxable year in which the Executive remits the payment of the excise tax. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) 20 business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

Certain Additional Payments by the Company. (a) Anything in If all, or any portion, of the payments provided under this Agreement Agreement, either alone or together with other payments and benefits which the Executive receives or is entitled to the contrary notwithstanding and except as set forth below, if it will be determined that any payment or distribution by receive from the Company to or for an affiliate, would constitute an excess “parachute payment” within the benefit meaning of Section 280G of the Executive Internal Revenue Code of 1986, as amended (whether paid or payable not under an existing plan, arrangement or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15other agreement) (each such parachute payment, a “Parachute Payment”) ), and would be subject to result in the imposition on the Executive of an excise tax imposed by under Section 4999 of the Internal Revenue Code or of 1986, as amended, then, in addition to any interest or penalties are incurred by other benefits to which the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be is entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Companyunder this Agreement, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c), all determinations required to be made under this Section 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, will be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will shall be paid by the Company an amount in cash equal to the Executive, net of any sum of the Company’s federal excise taxes payable by the Executive by reason of receiving Parachute Payments (including any penalties and interest for underpayments) plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or state withholding obligations other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 3.9) as if no excise taxes had been imposed with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determinationParachute Payments). Any determination Except as may otherwise be agreed to by the Accounting Firm will be binding upon the Company and the Executive. As a result , the amount or amounts (if any) payable under this Section 3.9 shall be conclusively determined (for purposes of the uncertainty in the application of Section 4999 payment of the Code at gross up amount and the time filing of the initial determination Executive’s income tax return, but subject to the provisions below) by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made an independent accounting firm of national reputation selected by the Company should have been made with the consent of the Executive (“Underpayment”which shall not be unreasonably withheld). Notwithstanding the foregoing, in the event that the Internal Revenue Service assesses a deficiency against the executive for a greater amount of excise tax (and other related payments to the Internal Revenue Service, as contemplated above), consistent with the calculations required to be made hereunder. If then the Company exhausts its remedies pursuant to Section 15(cshall within five business days thereafter either assume the defense of such deficiency or pay the additional amounts; provided that (i) and the Executive thereafter is required shall not initiate any proceeding or other contests regarding these matters, other than at the direction of the Company, and shall provide notice to make a payment the Company of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to proceeding or for the benefit of the Executive. (c) The Executive will notify the Company in writing of any claim other contest regarding these matters initiated by the Internal Revenue Service thatService, and (ii) the Company shall be entitled to direct and control all such proceeding and other contests, if successfulit commits to and does pay all costs (including without limitation legal and other professional fees) associated therewith. If there is an overpayment of excise tax (and related payments), would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) Executive within five business days after receiving a refund shall pay over the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice amount refunded to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section paragraph 15) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will Employee shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section paragraph 15(c), all determinations required to be made under this Section paragraph 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular KPMG Peat Marwick LLP or such other certified public accounting firm as may be designated by the Employee (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) 15 business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Employee shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will paragraph 15 shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Employee within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section paragraph 15(c) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee. (c) The Executive will Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive Employee is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will Employee shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive Employee in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willEmployee shall: (i1) give the Company any information reasonably requested by the Company relating to such claim, , (ii2) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (3) cooperate with the Company in good faith in order effectively to contest such claim, and (4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this paragraph 15(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund or contest the claim in any permissi▇▇▇ manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Employee to pay such claim and sue for a refund, the Company shall advance the amoun▇ ▇f such payment to the Employee, on an interest-free basis and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Employee of an amount advanced by the Company pursuant to Paragraph 15(c), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company's complying with the requirements of Paragraph 15(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Paragraph 15(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 157) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will Employee shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c7(c), all determinations required to be made under this Section 157, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular KPMG Peat Marwick LLP or such other certified public accounting firm as may be designated by Employee (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Employee shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 157, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Employee within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive.It is (c) The Executive will Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive Employee is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will Employee shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive Employee in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willEmployee shall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 7(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Employee to pay the tax claimed and sue ▇▇▇ a refund or contest the claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Employee to pay such claim and sue ▇▇▇ a refund, the Company shall advance the amount of such (d) If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 7(c), Employee becomes entitled to receive any refund with respect to such claim, Employee shall (subject to the Company's complying with the requirements of Section 7(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 7(c), a determination is made that Employee shall not be entitled to any refund with respect to such claim and the Company does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment payment, distribution or distribution benefit by the Company or its affiliated companies to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 153.2(g)) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code Code, or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (bii) Subject to the provisions of Section 15(c3.2(g)(iii), all determinations required to be made under this Section 153.2(g), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), ) which will shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) 15 business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Employee shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 153.2(g), will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Employee within five (5) days of the receipt of the Accounting Firm’s determination, but in no event later than the last day of the calendar year following the calendar year in which the related tax is remitted to the Internal Revenue Service. If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee with a written opinion that failure to report the Excise Tax on Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c3.2(g)(iii) and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee. (ciii) The Executive will Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) 10 business days after the Executive Employee is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will Employee shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it Employee gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive Employee in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willEmployee shall: (iA) give the Company any information reasonably requested by the Company relating to such claim, , (iiB) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (C) cooperate with the Company in good faith in order effectively to contest such claim, and (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 3.2(g)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Employee to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company directs Employee to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to Employee on an interest-free basis and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (iv) If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 3.2(g), Employee becomes entitled to receive, and receives, any refund with respect to such claim, Employee shall (subject to the Company’s complying with the requirements of Section 3.2(g)(iii)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 3.2(g)(iii), a determination is made that Employee shall not be entitled to any refund with respect to such claim and the Company does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 3. All other provisions of the Agreement are not altered by this Second Amendment and remain in full force and effect.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstanding and except as set forth belowcontrary, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 159) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code Code, or any successor provision thereto, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular 's independent certified public accounting firm accountants (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred occurred, and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute and contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall, subject to the Company's complying with the requirements of Section 9(c), promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that Section 10(c) above does not apply and any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, any stock option, restricted stock agreement or otherwise, but determined without regard to any additional payments required under this Section 1510(d)) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (bii) Subject to the provisions of Section 15(c), 10(d)(iii) all determinations required to be made under this Section 1510(d), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular Deloitte and Touche LLP or such other certified public accounting firm as may be designated by Executive (the “Accounting Firm”), ) which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 1510(d), will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c10(d)(iii) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (ciii) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional increase to a Gross-Up Payment)Payment previously made. Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim (provided that any delay in so informing the Company within such ten business day period shall not affect the obligations of the Company under this Section 10(d) except to the extent that such delay materially and will adversely affects the Company) and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (iA) give the Company any information reasonably requested by the Company relating to such claim, , (iiB) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (C) cooperate with the Company in good faith in order to effectively contest such claim, and (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10(d)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (iv) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 10(d)(iii), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 10(d)(iii)), promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 10(d)(iii), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (v) Notwithstanding any provision above to the contrary, any Gross-Up Payment payable under this Section 10(d) shall be made by the end of the calendar year following the calendar year in which the Executive remits the taxes. Further, notwithstanding any provision above to the contrary, any right to reimbursement under this Section 10(d) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be made by the end of the calendar year following the calendar year in which the taxes that are the subject of the audit or litigation are remitted, or where as a result of the audit or litigation no taxes are remitted, the end of the calendar year following the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation. Any Gross-Up Payment and any reimbursement of expenses payable under this Section 10(d) shall not be made before the date that is six months after the Termination Date.

Certain Additional Payments by the Company. (a) Anything Any thing in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to to, or for the benefit of of, the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 154.4) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the "Code"), as amended or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an and additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of paragraph (c) of this Section 15(c)4.4, all determinations required to be made under this Section 154.4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular a certified public accounting firm designated by the Executive (the “"Accounting Firm”"), which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) with 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Controlchange of control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 154.4, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to paragraph (c) of this Section 15(c) 4.4 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no not later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty-thirty (30) day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies notices the Executive in writing before prior to the expiration of such period that it is desires to contest such claim, the Executive willshall: (iI) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if it will be determined in the event that any payment payment, distribution or distribution other action by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, otherwise (but determined without regard to any additional payments required under this Section 15) (each a “Payment”) ), would be subject to the an excise tax imposed by Section 4999 of the Code Code, or any interest or penalties are incurred by the Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company shall make a payment to the Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect theretoExcise Tax) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains (or has had paid to the Internal Revenue Service on his behalf) an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments, plus (y) the product of (i) any deductions disallowed because of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income, multiplied by (ii) the actual applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at his actual marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. (b) Subject to the provisions of paragraph (c) of this Section 15(c)15, all determinations required to be made under this Section 15, 15 (including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment Payment, and the assumptions to be used utilized in arriving at such determination, will ) shall be made by the Company’s regular certified independent public accounting firm accountants (the “Accounting Firm”), ) which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Controlchange of control transaction, the Company will Executive shall appoint (with the consent of the Company, which consent shall not be unreasonably withheld or delayed) another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c) 15 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty-thirty (30) day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 15(c), the Company shall control all proceedings taken in connection with such contest and, at its reasonable option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall reasonably determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 15(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 15(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Subject to any earlier time limits set forth in this Section 15, all payments and reimbursements to which Executive is entitled under this Section 15 shall be paid to or on behalf of Executive not later than the end of the taxable year of Executive next following the taxable year of Executive in which Executive (or the Company, on Executive’s behalf) remits the related taxes (or, in the event of an audit or litigation with respect to such tax liability, not later than the end of the taxable year of the Executive next following the taxable year of Executive in which there is a final resolution of such audit or litigation (whether by reason of completion of the audit, entry of a final and non-appealable judgment, final settlement, or otherwise)).

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by by, or benefit from, the Company or an Affiliate or any person who acquires ownership or effective control or ownership of a substantial portion of the Company's assets (within the meaning of section 280G of the Code) or by any Affiliate of such person, to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 1513) (a “"Payment”") would be subject to the excise tax imposed by Section section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross-Up Payment that the Company is required to make to reimburse Executive for federal, state and local taxes imposed upon Executive, including the amount of additional taxes imposed upon Executive due to the Company's payment of the initial taxes on such amounts, shall be made by the Company by the end of Executive's taxable year next following Executive's taxable year in which Executive remits the related taxes to the taxing authority. (b) Subject to the provisions of Section 15(c13(c), all determinations required to be made under this Section 1513, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by a nationally recognized accounting firm that is (i) not serving as accountant or auditor for the person who acquires ownership or effective control or ownership of a substantial portion of the Company’s regular certified public accounting firm 's assets (within the meaning of section 280G of the Code) or any Affiliate of such person and (ii) agreed upon by the Company and Executive (the “"Accounting Firm”"), which will . The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of after appointment by the Company and Executive and receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 1513, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of after the receipt of the Accounting Firm’s determination's determination and in no event later than the payment deadline specified in Section 13(a). Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c13(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service Service, state or other taxing authority ("Taxing Authority") that, if successful, would require the payment by the Company of a the Gross-Up Payment (or an additional Gross-Up Payment)) in the event the Taxing Authority seeks higher payment. Such notification will shall be given as soon as practicable practicable, but no later than ten (10) business days after the Executive is informed in writing of such claim claim, and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred at any time during the period that ends ten years following the lifetime of Executive in connection with such proceedings and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax and income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 13(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the Taxing Authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company shall not direct Executive to pay such a claim and ▇▇▇ for a refund if, due to the prohibitions of section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Company may not advance to Executive the amount necessary to pay such claim. The Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Taxing Authority. The costs and expenses that are subject to be paid pursuant to this Section 13(c) shall not be limited as a result of when the costs or expenses are incurred. The amounts of costs or expenses that are eligible for payment pursuant to this Section 13(c)(iv) during a given taxable year of Executive shall not affect the amount of costs or expenses eligible for payment in any other taxable year of Executive. The right to payment of costs and expenses pursuant to this Section 13(c)(iv) is not subject to liquidation or exchange for another benefit. Any payment due under this Section 13(c)(iv) to reimburse Executive for any taxes shall be made to Executive by the Company by the end of Executive's taxable year following Executive's taxable year in which Executive remits the related taxes to the applicable taxing authorities. (d) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 13(c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 13(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto. If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 13(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall not be required to be repaid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 1512) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c), all All determinations required to be made under this Section 1512, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, will shall be made by the Company’s regular certified public an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and Employee (the “Accounting Determination Firm”), ) which will shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) business days of after the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time as is requested by the Company. If In the Accounting event that the Determination Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Employee may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Determination Firm hereunder). All fees and expenses of the Accounting Determination Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 1512, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Employee within five (5) business days of after the receipt of the Accounting Determination Firm’s determination, but in no event later than December 31 of the year after the year in which Employee remits the Excise Tax to the relevant taxing authorities. Any determination by the Accounting Determination Firm will shall be binding upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Determination Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the Company exhausts its remedies pursuant to Section 15(c) and the Executive event that Employee thereafter is required to make a payment of any Excise Tax, the Accounting Determination Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service thatEmployee, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days December 31 of the year after the Executive is informed year in writing of such claim and will apprise which Employee remits the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice Excise Tax to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,relevant taxing authorities.

Certain Additional Payments by the Company. The Company agrees that: (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 156) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, (the "Code") or if any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are being hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayment. (b) Subject to the provisions of Section 15(cparagraph (c), below, all determinations required to be made under this Section 156, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public accounting firm McGladrey & Company (the “"Accounting Firm”"), which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 156, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any good faith determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c) paragraph (c), below, and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten fifteen (1015) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty-day thirty (30)-day period following the date on which it Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give Give the Company any information reasonably requested by the Company relating to such claim, , (ii) take Take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) Cooperate with the Company in good faith in order effectively to contest such claim, and (iv) Permit the Company to participate in any proceedings relating to such claim;

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or of otherwise, but determined without regard to any additional payments required under this Section 15) 7; (a “"Payment”") would be subject to the excise tax ------- imposed by Section 4999 of the Internal Revenue Code of 1980, as amended (the "Code"), or any interest or penalties are incurred by the Executive with respect ---- to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then ---------- the Executive will shall be entitled to receive an additional payment (a “"Gross-Up -------- Payment”") in an amount such that after payment by the Executive of all taxes ------- (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c7(c), all determinations required to be made under this Section 157, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified 's public accounting firm (the “"Accounting Firm”), ") which will shall provide detailed --------------- supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 157, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Gross Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations ------------ 9 required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c7(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) 10 business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and -------- ------- expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company directs the Executive to pay -------- ------- such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating -------- ------- to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7(c), the Executive becomes entitled to receive, and receives, any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 7(c) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid; provided that to the extent that such advance being forgiven shall result in increased federal, state and local taxes, Executive shall be paid an additional amount (to the extent not payable pursuant to any of the other provisions of this Agreement) sufficient, after paying all federal, state and local taxes on such amount, to provide Executive with an amount in cash equal to the amount of increased federal, state and local taxes incurred with respect to such advance having been forgiven.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but and determined without regard to any additional payments required under this Section 15) 9 (a “"Payment”) "), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are is hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public accounting firm KPMG Peat Marwick (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty-30 day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting ac- cepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to this Section 9, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 159) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular Deloitte & Touche LLP or such certified public accounting firm as may be designated by the Executive (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) ten days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such said claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or Income Tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue ▇▇▇ a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue ▇▇▇ a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or Income Tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if it will be determined that any payment payments or distribution distributions by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15otherwise ("Payments")) (a “Payment”) would be subject to trigger application of the excise tax imposed by Section 4999 of the Code Code, or any interest or penalties are incurred by the Executive with respect to such excise tax successor Code provision (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), or any interest or penalties are incurred by Executive with respect to Excise Tax on such amount, then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), ) including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax Tax, imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax -11- imposed upon the Payments, it being the intent of this section that the Executive shall be held harmless from all Excise Tax and interest and penalties on Excise Tax. (b) Subject to the provisions of Section 15(c6(c), all determinations required to be made under this Section 156, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the CompanyCompany or Executive (collectively, the "Determination"). If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity entity, or group effecting affecting the applicable Change in Control, the Company will Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 156, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Determination. If the Accounting Firm’s determinationFirm determines that no Excise Taxes are payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination The Determination by the Accounting Firm will shall be binding upon the Company and the Executive. As ; however, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunderDetermination, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c6(c) and the Executive thereafter is required to make a payment of any Excise TaxTax that qualifies for a Gross-Up Payment in accordance with this Section 6, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay -12- such claim before prior to the expiration of the thirty30-day period following the date on which it Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income or employment tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 6(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided further, that if the Company directs Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income or employment tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the -13- Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6, Executive becomes entitled to receive, and receives, any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Section 6) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event that it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) otherwise (a “"Payment”) "), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision of the Code) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “an "Excise Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Excise Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Excise Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) . Subject to the provisions of this Section 15(c)10, all determinations required to be made under this Section 15hereunder, including whether and when a an Excise Gross-Up Payment is required and the amount of such Excise Gross-Up Payment and the assumptions to be used in arriving at such determinationPayment, will shall be made by KPMG LLP or such other accounting firm which at the time audits the financial statements of the Company (the "Accounting Firm") at the sole expense of the Company’s regular certified public accounting firm (the “Accounting Firm”), which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt date of notice from termination of the Executive that there has been a PaymentExecutive's employment under this Agreement, if applicable, or such earlier time as is requested by the Company. If the Accounting Firm determines that no Excise Tax is serving as accountant or auditor for payable by the individualExecutive, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of shall furnish the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant Executive with an opinion that he has substantial authority not to this Section 15, will be paid by the Company to the Executive, net of report any of the Company’s Excise Tax on his federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determinationincome tax return. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision of the Code) at the time of the initial determination by the Accounting Firm hereunder, it is possible that Excise Gross-Up Payments that which will not have been made by the Company should have been made (“an "Underpayment”"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) hereto and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) . The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Excise Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) 10 business days after the Executive is informed in writing knows of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, ; (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, including (without limitation, ) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,; (iii) cooperate with the Company in good faith to contest effectively such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions hereof, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts as the Company shall determine, provided that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance, and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which an Excise Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. If, after the receipt by the Executive of an amount advanced by the Company pursuant hereto, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant hereto, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Excise Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstanding and except as set forth belowcontrary, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 159) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code Code, or any successor provision thereto, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular 's independent certified public accounting firm accountants (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred occurred, and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute and contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall, subject to the Company's complying with the requirements of Section 9(c), promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment (other than a payment of Base Salary, except for a payment of Base Salary made pursuant to Section 5 hereof) or distribution by the Company or its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, otherwise but determined without regard to any additional payments required under this Section 15) 8) (a “the "Payment”") would be subject to the excise tax imposed by Section 4999 of the Code Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “the "Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c8(c), all determinations required to be made under this Section 15, including whether and when a Gross-Up Payment is required and 8 of the amount of such any Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationamount, will shall be made by the Company’s regular KPMG LLP or such other certified public accounting firm as may be designated by the Executive and reasonably approved by the Company (the “"Accounting Firm”"), which will . The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a PaymentPayment (other than a payment of Base Salary, except for a payment of Base Salary pursuant to Section 5 hereof) or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Controlchange of control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 158, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“the "Underpayment”"), consistent with the calculations required to be made hereunder. If In the event the Company exhausts its remedies pursuant to Section 15(c8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. In the event the Company has paid the Executive Gross-Up Payments that exceed the amount of the Excise Tax (the "Overpayment"), the Executive shall promptly repay the amount of the Overpayment to the Company. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) 10 business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it the Company desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that, to the extent possible without limiting the Company's ability to contest the amount or the requirement of payment of the Excise Tax, any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if it will shall be determined that any payment or distribution by the Company or any of its Affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, any other plan, agreement or contract or otherwise, but determined without regard to any additional payments required under this Section 15) 8) (a “Payment”) would be subject to the any additional tax or excise tax imposed by Section Sections 409A, 457A or 4999 of the Code (or any successor provisions to Sections 409A, 457A or 4999) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to promptly receive from the Company an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), ) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross Up Payment shall be made by the Company at least ten (10) days prior to the date that the Executive is required to remit to the relevant taxing authority any federal, state and local taxes imposed upon the Executive, including the amount of additional taxes imposed upon the Executive due to the Company’s payment of the initial taxes on such amounts. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 8(a) during the first six (6) months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six (6) months following the date of his Separation From Service. All reimbursements by the Company under this Section 8(a) be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred by the Executive. (b) Subject to the provisions of Section 15(c8(c), all determinations required to be made under this Section 158, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will determination shall be made by the Company’s regular PricewaterhouseCoopers or, as provided below, such other certified public accounting firm as may be designated by the Executive (the “Accounting Firm”), ) which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of after the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for of the individual, entity Entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 158, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of after the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will Firm, absent manifest error, shall be binding upon the Company and the Executive, subject to the last sentence of Section 8(a), and in no event later than the payment deadline specified in Section 8(a). As a result of the uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive, subject to the last sentence of Section 8(a), and in no event later than the payment deadline specified in Section 8(a). (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service IRS that, if successful, would require the payment by the Company of a the Gross-Up Payment (or an additional Gross-Up Payment)) in the event the IRS seeks higher payment. Such notification will shall be given as soon as practicable practicable, but no later than ten (10) business days after the Executive is informed in writing of such claim claim, and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty-day thirty (30)-day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, ; (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claims; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred at any time during the period that ends ten (10) years following the lifetime of the Executive in connection with such proceedings and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company shall not direct the Executive to pay such a claim and ▇▇▇ for a refund if, due to the prohibitions of section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Company may not advance to the Executive the amount necessary to pay such claim. All such costs and expenses shall be made by the Company at least ten (10) days prior to the date that the Executive is required to pay or incur such costs and expenses. The costs and expenses that are subject to be paid by the Company pursuant to this Section 8(c) shall not be limited as a result of when the costs or expenses are incurred. The amounts of costs or expenses that are eligible for payment pursuant to this Section 8(c)(iv) during a given taxable year of the Executive shall not affect the amount of costs or expenses eligible for payment in any other taxable year of the Executive. The right to payment of costs and expenses pursuant to this Section 8(c)(iv) is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of this Agreement to the contrary, any amounts to which the Executive would otherwise be entitled under this Section 8(c)(iv) during the first six (6) months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six (6) months following the date of his Separation From Service. All reimbursements by the Company under this Section 8(c)(iv) shall be paid no later than the earlier of (i) the time periods described above and (ii) the last day of the Executive’s taxable year next following the taxable year in which the expense was incurred by the Executive. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall not be required to be repaid. (e) Any provision in this Agreement or any other plan or agreement to the contrary notwithstanding, if the Company is required to pay a Gross-Up Payment pursuant to the provisions of this Agreement and pursuant to the provisions of another plan or agreement, then the Company shall pay the total of the amounts determined pursuant to this Agreement and the provisions of such other plan or agreement. (f) The Company shall prepare, at its expense, all of Executive’s income tax returns for all tax years through the year that includes the date of the last payment to Executive under this Agreement. (g) The Company shall provide amounts and benefits to the Executive that are consistent with the Company’s policy for United States executive expatriates, which shall be at least as favorable to the Executive as such policy for United States executive expatriates that is in effect on the date hereof. (h) The Company will reimburse the Executive for all reasonable relocation costs, fees and expenses in connection with the move of the Executive and Executive’s family from Switzerland within one year following the date of Executive’s termination of employment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by in the Company nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) otherwise (a “"Payment”) "), would be subject to the excise tax imposed by Section 4999 of the Code or Code, together with any interest or penalties are incurred by the Executive imposed with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “the "Gross-Up Payment”") in an amount such that that, after payment by the Executive of all taxes (including and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c8(c), all determinations required to be made under this Section 158, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public accounting firm PriceWaterhouseCoopers (the “"Accounting Firm”"), which will . The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 158, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) 5 days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“the "Underpayment”"), consistent with the calculations required to be made hereunder. If In the event the Company exhausts its remedies pursuant to Section 15(c8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable practicable, but no later than ten (10) 10 business days after the Executive is informed in writing of such claim and will claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it the Company desires to contest such claim, the Executive willshall: (i1) give the Company any information reasonably requested by the Company relating to such claim, , (ii2) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (3) cooperate with the Company in good faith in order effectively to contest such claim, and (4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding any other provision of this Section 8, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of the Gross-Up Payment, and the Executive hereby consents to such withholding.

Certain Additional Payments by the Company. (a) Anything From the Effective Date of this Agreement, up through and including the third anniversary of the Effective Date, if any payment or benefit received by the Executive pursuant to this Agreement, but determined without regard to any additional payments required under this Agreement, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by the Executive with respect to such excise tax, the Company will pay to the Executive an additional amount in cash (the "Additional Amount") equal to the amount necessary to cause the aggregate payments and benefits received by the Executive, including such Additional Amount (net of all federal, state, and local income and payroll taxes and all taxes payable as a result of the application of Sections 280G and 4999 of the Code and including any interest and penalties with respect to such taxes) to be equal to the aggregate payments and benefits the Executive would have received, excluding such Additional Amount (net of all federal, state and local income and payroll taxes) as if Sections 280G and 4999 of the Code (and any successor provisions thereto) had not been enacted into law. Following the termination of the Executive's employment, the Executive may submit to the Company a written opinion (the "Opinion") of a nationally recognized accounting firm, employment consulting firm, or law firm selected by the Executive setting forth a statement and a calculation of the Additional Amount. The determination of such firm concerning the extent of the Additional Amount (which determination need not be free from doubt), shall be final and binding on both the Executive and the Company. The Company will pay to the Executive the Additional Amount not later than ten (10) business days after such firm has rendered the Opinion. The Company agrees to pay the reasonable fees and expenses of such firm in preparing and rendering the Opinion. If, following the payment to the Executive of the Additional Amount, the Executive's liability for the excise tax imposed by Section 4999 of the Code on the payments and benefits received by the Executive is finally determined (at such time as the Internal Revenue Service is unable to make any further adjustment to the amount of such liability) to be less than the amount thereof set forth in the Opinion, the Executive shall promptly file for a refund with respect thereof, and the Executive shall promptly pay to the Company the amount of such refund when received (together with any interest paid or credited thereon after taxes applicable thereto). If, following the payment to the Executive of the Additional Amount, the Executive's liability for the excise tax imposed by Section 4999 of the Code on the payments and benefits received by the Executive is finally determined (at such time as the Internal Revenue Service is unable to make any further adjustment to the amount of such liability) to be more than the amount thereof set forth in the Opinion and the Executive thereafter is required to make a further payment of any such excise tax, the Company shall promptly pay to or for the benefit of the Executive an additional amount in respect of such underpayment. (b) Following the third anniversary of the Effective Date, and for the remainder of the Term of this Agreement, anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that that, as a result, directly or indirectly, of the operation of any of the Company's existing stock option plans, or any successor option or restricted stock plans (collectively the "Option and Restricted Stock Acceleration"), either standing alone or taken together with the receipt of any other payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) otherwise (a “"Payment”") the Executive would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will be entitled amount payable to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest hereunder or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c), all determinations required to be made under this Section 15, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, will be made by the Company’s regular certified public accounting firm (the “Accounting Firm”), which will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result of the uncertainty Option and Restricted Stock Acceleration shall be reduced in an amount that would result in the application Executive being in the most advantageous net after-tax position (taking into account both income taxes and any Excise Tax). For purposes of this determination, the "base amount" as defined in Section 4999 280G(b)(3)(A) of the Code at shall be allocated between the time Option and restricted Stock Acceleration, on the one hand, and Payments, on the other hand, in accordance with Section 280G(b)(3)(B) of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the ExecutiveCode. (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

Certain Additional Payments by the Company. (a) 7.01 Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by by, or benefit from, the Company or any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code) or by any affiliate of such person, to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 157) (a “Payment”) would be subject to the excise tax imposed by Section section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, including without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross-Up Payment that the Company is required to make to reimburse Executive for federal, state and local taxes imposed upon Executive, including the amount of additional taxes imposed upon Executive due to the Company’s payment of the initial taxes on such amounts, shall be made by the Company by the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes to the taxing authority. (b) 7.02 Subject to the provisions of Section 15(c)7.03, all determinations required to be made under this Section 157, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular a certified public accounting firm that is (i) not serving as accountant or auditor for the person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code) or any Affiliate of such person and (ii) agreed upon by the Company and Executive (the “Accounting Firm”), which will . The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of after appointment by the Company and Executive and receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will 7 shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of after the receipt of the Accounting Firm’s determination. determination and in no event later than the payment deadline specified in Section 7.01 Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c) 7.03 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The 7.03 Executive will shall notify the Company in writing of any claim by the Internal Revenue Service Service, state or other taxing authority (“Taxing Authority”) that, if successful, would require the payment by the Company of a the Gross-Up Payment (or an additional Gross-Up Payment)) in the event the Taxing Authority seeks higher payment. Such notification will shall be given as soon as practicable practicable, but no later than ten (10) business days after the Executive is informed in writing of such claim claim, and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred at any time during the period that ends ten years following the lifetime of Executive in connection with such proceedings and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax and income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.03, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the Taxing Authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company shall not direct Executive to pay such a claim and ▇▇▇ for a refund if, due to the prohibitions of section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Company may not advance to Executive the amount necessary to pay such claim. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issues raised by the Taxing Authority. The costs and expenses that are subject to be paid pursuant to this Section 7.03 shall not be limited as a result of when the costs or expenses are incurred. The amounts of costs or expenses that are eligible for payment pursuant to this Section 7.03 (iv) during a given taxable year of Executive shall not affect the amount of costs or expenses eligible for payment in any other taxable year of Executive. The right to payment of costs and expenses pursuant to this Section 7.03 (iv) is not subject to liquidation or exchange for another benefit. Any payment due under this Section 7.03 (iv) to reimburse Executive for any taxes shall be made to Executive by the Company by the end of Executive’s taxable year following Executive’s taxable year in which Executive remits the related taxes to the applicable taxing authorities. 7.04 If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7.03, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 7.03 promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto. If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7.03, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall not be required to be repaid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but and determined without regard to any additional payments required under this Section 159) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public accounting firm KPMG Peat Marwick (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment, distribution, waiver of Company rights, acceleration of vesting of any stock options or restricted stock, or any other payment or distribution by benefit in the Company nature of compensation to or for the benefit of the Executive Executive, alone or in combination (whether paid such payment, distribution, waiver, acceleration or payable or distributed or distributable other benefit is made pursuant to the terms of this Agreement or otherwiseany other agreement, plan or arrangement providing payments or benefits in the nature of compensation to or for the benefit of the Executive, but determined without regard to any additional payments required under this Section 158A) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the “Code”) (or any successor provision) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Any Gross-Up Payment made by the Company to the Executive with respect to any Excise Tax paid by the Executive shall be made by the Company as soon as administratively feasible after the determination of such Excise Tax, but in no case later than by the end of the calendar year following the calendar year in which the Executive makes the Excise Tax payment. (b) Subject to the provisions of Section 15(c8A(c), all determinations required to be made under this Section 158A, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public Deloitte and Touche LLP, or such other nationally recognized accounting firm then auditing the accounts of the Company (the “Accounting Firm”), ) which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant unwilling or auditor for the individual, entity or group effecting the applicable Change in Controlunable to perform its obligations pursuant to this Section 8A, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to hereunder as the Accounting Firm hereunderFirm). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 158A, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As The parties hereto acknowledge that, as a result of the potential uncertainty in the application of Section 4999 of the Code (or any successor provision) at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Company will not have made Gross-Up Payments that will not have been made by the Company which should have been made (“Underpayment”), consistent with the calculations required to be made hereunderhereunder (an “Underpayment”). If In the event that the Company exhausts its remedies pursuant to Section 15(c8A(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) 20 business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) 8) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any all income taxes, employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax Tax, imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company's obligations to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive's termination of employment. (b) Subject to the provisions of Section 15(c8(c), all determinations required to be made under this Section 158, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular Deloitte & Touche (or such other certified public accounting firm as may be designated by the Executive) (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 158, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence, substantial understatement or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or to contest the claim in any permis▇▇▇le manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such Claim and sue for a refund, the Company shall advance the amount ▇▇ such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided further that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belownotwithstanding, if in the event it will shall be determined that any payment or distribution by the Company to to, or for the benefit of of, the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 159) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the "Code"), as amended or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred refereed to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of paragraph (c) of this Section 15(c)9, all determinations required to be made under this Section 159, including whether and when a Gross-Gross- Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular a certified public accounting firm designated by the Executive (the “"Accounting Firm”"), which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Controlchange of control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne born solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to paragraph (c) of this Section 15(c) 9 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no not later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty-thirty (30) day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies notices the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; PROVIDED, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph (c) of Section 9, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; PROVIDED, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and PROVIDED, further, that any extension of the statute of limitations relating to payments of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph (c) of this Section 9, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of paragraph (c) of this Section 9) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph (c) of this Section 9, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advances shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if 12.1 If it will shall be determined that any benefit provided to the Executive or payment or distribution by or for the account of the Company to or for the benefit of the Executive (Executive, whether provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) otherwise (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code Code, or any interest or penalties are incurred by the Executive with respect to such excise tax resulting from any action or inaction by the Company (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as collectively, the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax and all other income, employment, excise and other taxes that are imposed upon on the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the sum of (A) the Excise Tax imposed upon the PaymentsPayments and (B) the product of any deductions disallowed because of the inclusion of the Gross-up Payment in the Executive’s adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. Any Gross-up Payment shall be made no later than the end of the calendar year following the year in which the Excise Tax is payable by Executive. (b) 12.2 Subject to the provisions of Section 15(c)12.3, all determinations required to be made under this Section 1512, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular independent, certified public accounting firm or such other certified public accounting firm as may be designated by the Executive and shall be reasonably acceptable to the Company (the “Accounting Firm”), ) which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a change in the applicable Change in Controlownership or effective control (as defined for purposes of Section 280G of the Code) of the Company, the Company will Executive shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 1512, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that additional Gross-Up Payments that will not have been shall be required to be made by to compensate the Company should have been made (“Underpayment”)Executive for amounts of Excise Tax later determined to be due, consistent with the calculations required to be made hereunderhereunder (an “Underpayment”). If the Company exhausts its remedies pursuant to Section 15(c) 12.3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) 12.3 The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires they desire to contest such claim, the Executive will: shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,;

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstanding and except as set forth belowcontrary, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 159) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code Code, or any successor provision thereto, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Gross- Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular 's independent certified public accounting firm accountants (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred occurred, and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or cont▇▇▇ the claim in any permissible manner, and the Executive agrees to prosecute and contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Co▇▇▇ny shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall, subject to the Company's complying with the requirements of Section 9(c), promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, if in the event it will shall be determined that any payment or distribution by in the Company nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) 7 (a “"Payment”) "), would be subject to the excise tax imposed by Section 4999 of the Code or Code, together with any interest or penalties are incurred by the Executive imposed with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “Gross-"Gross Up Payment”") in an amount such that that, after payment (whether through withholding at the source or otherwise) by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) ), employment taxes and Excise Tax imposed upon the Gross-Gross Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Gross Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of this Section 15(c)7, all determinations required to be made under this Section 157, including whether and when a Gross-Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular certified public Pannell Kerr Forster of Texas, P.C. (or such other nationally recogni▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ accounting firm that is providing audit services for the Company immediately prior to the date of a Change of Control in replacement of Pannell Kerr Forster of Texas, P.C.) (the “"Accounting Firm”), ") which will provide detailed sh▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Controlof Control or the Accounting Firm declines or is unable to serve, the Company will Executive shall appoint another nationally recognized certified public accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Gross Up Payment, as determined pursuant to this Section 157, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Gross Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to the following provisions of this Section 15(c) 7 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-the Gross Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) 10 business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty-30 day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, ; (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after tax basis, for any Excise Tax, employment tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 7, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and ▇▇▇ Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall provide the amount of such paymen▇ ▇o the Executive as an additional payment ("Supplemental Payment") (subject to possible repayment as provided in the next paragraph) and shall indemnify and hold the Executive harmless, on an after tax basis, from any Excise Tax, employment tax or income tax (including interest or penalties with respect thereto) imposed with respect to such payment or with respect to any imputed income with respect thereto; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross Up Payment or Supplemental Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount provided by the Company pursuant to the foregoing provisions of this Section 7, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company complying with the requirements of this Section 7) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstanding and except as set forth belowcontrary, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 159) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code Code, or any successor provision thereto, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular 's independent certified public accounting firm accountants (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will not pay such claim before the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,the

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Employment Agreement to the contrary notwithstanding and except as set forth belowcontrary, if it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Employment Agreement or otherwise, but determined without regard to any additional payments required under this Section 15Paragraph 11) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Company shall pay to Executive will be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes taxes, calculated at the maximum federal and state rates for individuals in the year in which a Payment is made (and any interest and penalties imposed with respect thereto) and Excise Tax (and interest and penalties thereon) imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the amount of the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(cParagraph 12 (c), all determinations required to be made under this Section 15Paragraph 12, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular 's independent certified public accounting firm accountants (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15Paragraph 12, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(cParagraph 12(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive will: shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 12(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, an▇ ▇xecutive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such paym▇▇▇ to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by Executive of an amount advanced by the Company pursuant to Paragraph 12 (c), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Paragraph 12 (c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Paragraph 12(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Certain Additional Payments by the Company. (a) Anything in this Agreement Notwithstanding anything to the contrary notwithstanding and except as set forth belowcontained herein, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 157(e) and/or 8 (a “"Payment”) "), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest comparable federal, state or penalties are incurred by the Executive with respect to such local excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “Gross-Up "Tax Payment”) in an amount such that after payment by " equal to the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the GrossExcise Tax, provided, however, that if it shall be.determined that the Executive is entitled to a Tax Payment, but that the Executive, after taking into account the Payments and the Tax Payment, would not receive a net after-Up Payment equal tax benefit of at least $25,000 (taking into account both income taxes and any Excise Tax) as compared to the Excise net after-tax proceeds to the Executive resulting from an elimination of the Tax imposed upon Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Tax Payment shall be made, to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. (b) Subject to the provisions of Section 15(c), all All determinations required to be made under this Section 15Section, including including, without limitation, whether and when a Gross-Up Tax Payment is required and the amount of such Gross-Up Tax Payment and the assumptions to be used utilized in arriving at such determinationdeterminations, will shall be made by PricewaterhouseCoopers LLP or any other nationally recognized accounting firm which is the Company’s regular certified public accounting 's outside auditor at the time of such determinations, which firm must be reasonably acceptable to Executive (the “"Accounting Firm”"), which will . The Company shall cause the Accounting Firm to provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of after notice is given by Executive to the receipt of notice from the Executive Company that there has been a Payment, or such earlier time as is requested by the Company. If Within two (2) business days after said notice is given to the Company, the Company shall instruct the Accounting Firm is serving as accountant or auditor for to timely provide the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm data required by this Section 8 to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder)Executive. All fees and expenses of the Accounting Firm will firm shall be borne solely by the Company. Any Gross-Up Payment, Tax Payment as determined pursuant to this Section 158, will shall be paid by the Company to the Internal Revenue Service and/or other appropriate taxing authority on Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, 's behalf within five (5) days of the after receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion that failure to disclose or report the Excise Tax on Executive's federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and Executive in the Executiveabsence of material mathematical or legal error. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that Tax Payment will not have been made by the Company that should have been made (“"Underpayment”") or that Tax Payment have been made that should not have been made ("Overpayment"), in each case, consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c) 8 below and the Executive thereafter hereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to the Internal Revenue Service or other appropriate taxing authority on Executive's behalf or, if such Underpayment has been previously paid by Executive, to Executive. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for the benefit all purposes as a loan to Executive with interest at applicable federal rate provided for in Section 7872(f)(2) of the Code, due and payable within ninety (90) days after written demand to Executive by the Company; provided, however in that Executive shall have no duty or obligation whatsoever to repay said loan unless Executive's receipt of the Overpayment, or any portion thereof, is includible in Executive's income and Executive's repayment of same is not deductible by Executive for federal and state income tax purposes. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service or state or local taxing authority, that, if successful, would require the payment by the Company of a Gross-Up Payment (result in any Excise Tax or an additional Gross-Up PaymentUnderpayment ("Claim"). Such notification will notice shall be given as soon as practicable but no later than ten fifteen (1015) business days after the Executive is informed in writing of such claim the Claim and will apprise shall reprise the Company of the nature of such claim the Claim, the administrative or judicial appeal period, and the date on which such any payment of the claim is requested to must be paid. The Executive will shall not pay such any portion of the claim before prior to the expiration of the thirty-thirty (30) day period following the date on which it he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim amount under the Claim is due). If the Company notifies the Executive in writing before prior to the expiration of such thirty (30) day period that it desires to contest such claimthe Claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, the Claim; (ii) take such action in connection with contesting such claim the Claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim concerning the Claim by an attorney reasonably selected by the Company who is reasonably acceptable to Executive; and (iii) cooperate with the Company in good faith in order to effectively contest the Claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including, without limitation, additional interest, and penalties and attorneys' fees) incurred in such contests and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including, without limitation interest and penalties thereon) imposed as a result of such representation. Without limitation upon the foregoing provisions of the Section 8(b), except as provided below, the Company shall control all proceedings concerning such contest and, at its sole option, may pursue or forego any and all administrative appeal, proceedings, hearings and conferences with the taxing authority pertaining to the Claim. At the written request of the Company and upon payment to Executive of an amount at least equal to the Claim plus any additional amount necessary to obtain the jurisdiction of the appropriate tribunal and/or court ("Additional Sum") Executive shall pay same and ▇▇▇ for a refund. Executive agrees to prosecute any contest of a Claim to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company requests Executive to pay the Claim and ▇▇▇ for interest-free basis, and shall indemnify and hold Executive harmless on an after-tax basis, from any Excise Tax or income tax (including, without limitation, interest and penalties thereon) imposed on such advance or for any imputed income on such advance. Any extension of the statute of limitations relating to assessment of any Excise Tax for the taxable year of Executive which is the subject of the Claim is to be limited solely to the Claim. Furthermore, the Company,'s control of the contest shall be limited to issues for which a Tax Payment would be payable hereunder. Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 8(c) above, Executive receives any refund of a Claim and/or any Additional Sum, Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 8(c) above, a determination is made that Executive shall not be entitled to any refund of the Claim and the Company does not notify Executive in writing of its intent to contest such denial of refund of a Claim prior to the expiration of thirty (30) days after such determination, then the portion of such advance attributable to a Claim shall be forgiven and shall not be required to be repaid. The amount of such advance attributable to a Claim shall offset, to the extent thereof, the amount of the Underpayment required to be paid by the Company to Executive. (e) If, after the advance of an Additional Sum by the Company, there is a "Final Determination" (as defined below) made by the taxing authority that Executive is not entitled to any refund of such Additional Sum, or any portion thereof, then such nonrefundable amount shall be repaid to the Company by Executive within thirty (30) days after Executive receives notice of such Final Determination. A "Final Determination" shall occur when the period to contest or otherwise appeal any decision by an administrative tribunal or court of initial jurisdiction has been waived or the tie for contesting or appealing same has expired.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstanding and (except as set forth provided in Section 6)h) below), if it will be determined that there is a Change in Control and any payment (other than the Gross-Up payments provided for in this Section 6) or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise pursuant to or by reason of any other agreement, but determined policy, plan, program or arrangement, including without regard to limitation any additional payments required under this Section 15) stock option, stock appreciation right or similar right, restricted stock, deferred stock or the lapse or termination of any restriction on, deferral period or the vesting or exercisability of any of the foregoing (a “"Payment”) "), would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision thereto by reason of being considered "contingent on a change in ownership or control" of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the “"Excise Tax”"), then the Executive will be entitled to receive an additional payment or payments (collectively a “"Gross-Up Payment”) "). The Gross-Up Payment will be in an amount such that that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, including any Excise Tax and any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayment. (b) Subject to the provisions of Section 15(c6)f), all determinations required to be made under this Section 156), including whether an Excise Tax is payable by the Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executive and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinationPayment, if any, will be made by the Company’s regular certified public a nationally recognized accounting firm (the “"Accounting Firm”), which will provide detailed supporting calculations both to the Company and ") selected by the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in Control, the Company will appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Section 15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such notification will be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will apprise the Company of the nature of such claim and the date on which such claim is requested to be paidhis sole discretion. The Executive will not pay such claim before direct the expiration of the thirty-day period following the date on which it gives such notice Accounting Firm to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive will: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,submit its

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth belowsubject to Section 11(f), if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 15) (a “Payment”) Payment would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a the “Gross-Up Payment”) in an amount such that that, after payment by the Executive of all taxes (including and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and taking account of any withholding obligation on the part of the Companypenalties imposed pursuant to Section 409A, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, however, that the obligations to the Executive pursuant to this Section 8 shall be subject to the Executive taking all steps reasonably requested by the Company in order to qualify for the exemption from the Excise Tax for privately-held companies, if available, including without limitation waiver of any Payments subject to shareholder approval in a manner that is consistent with customary practices. The Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s termination of employment. (b) Subject to the provisions of Section 15(c8(c), all determinations required to be made under this Section 158, including whether and when a Gross-Up Payment is required and required, the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular Ernst & Young LLP, or such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”), which will . The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, Payment or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 15, will be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. If In the event the Company exhausts its remedies pursuant to Section 15(c8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable practicable, but no later than ten (10) 10 business days after the Executive is informed in writing of such claim and will claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it the Company desires to contest such claim, the Executive willshall: (i1) give the Company any information reasonably requested by the Company relating to such claim, , (ii2) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (3) cooperate with the Company in good faith in order effectively to contest such claim, and (4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Executive and direct the Executive to s▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company pays such claim and directs the Executive to s▇▇ for a refund, the Company shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of a Gross-Up Payment or payment by the Company of an amount on the Executive’s behalf pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 8(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on the Executive’s behalf pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination; provided that, the Gross-Up Payment shall in all events be paid no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 8(c) that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 8, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstanding and except as set forth belowcontrary, if in the event it will shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 159) (a “"Payment”") would be subject to the excise tax imposed by Section 4999 of the Code Code, or any successor provision thereto, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and any Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of Section 15(c9(c), all determinations required to be made under this Section 159, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determination, will shall be made by the Company’s regular 's independent certified public accounting firm accountants (the “"Accounting Firm”), ") which will shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the applicable Change in of Control, the Company will Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 159, will shall be paid by the Company to the Executive, net of any of the Company’s federal or state withholding obligations with respect to such Payment, Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (“"Underpayment”"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 15(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred occurred, and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive will shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment (or an additional the Gross-Up Payment). Such notification will shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and will shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive will shall not pay such claim before prior to the expiration of the thirty30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive willshall: (i) give the Company any information reasonably requested by the Company relating to such claim, , (ii) take such action in connection with contesting such claim as the Company will shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or ▇▇ntest the claim in any permissible manner, and the Executive agrees to prosecute and contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, t▇▇ Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall, subject to the Company's complying with the requirements of Section 9(c), promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.